Auditor Report of Oswal Yarns Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Oswal Yarns
Limited ("the Company"), which comprise the Balance Sheet as at
March 31,2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information. ManagementÂs
Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act, 1956
("the Act") read with the General Circular 15/2013 dated 13th
September 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013. This responsibility includes
the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement,whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion

1. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014

b) in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date. Report on other legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) in our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Companies Act, 1956 read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate affairs
in respect of section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause

(g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the heading of "report on other legal
and regulatory requirements" of our report of even date

1. In respect of its fixed assets:

a) The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.

b) As explained to us, fixed assets have been physically verified by
the management in a phased periodical manner, which in our opinion is
reasonable, having regard to the size of the Company and nature of its
assets. No material discrepancies were noticed on such physical
verification.

c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of
the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified during the year by
the management. In our opinion, the frequency of verification is
reasonable.

b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.

c) The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories by the management as compared to
the book records.

3. In respect of the loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:

a) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not granted any loans, secured or unsecured, to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956. Consequently, the provisions of clauses iii
(b), iii(c) and iii (d) of the order are not applicable to the
Company.

e) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
taken loans from two person, maximum balance of which was Rs. 39.16
lacs and balance as at the year end was 39.16 Lacs.

4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business for the
purchase of inventory & fixed assets and for sale of goods & services.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in the internal control system.

5. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered.

b) According to the information & explanations given to us and in our
opinion, the transaction made in pursuance of contracts/ arrangements
entered in the Register maintained under Section 301 of the Companies
Act, 1956 does not exceeds five lacs rupees in a financial year
therefore requirement of reasonableness of transactions does not
arises.

6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company.

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1 )(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however; not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.

9. In respect of statutory dues:

a) According to the records of the company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess, and other statutory dues have
been generally regularly deposited with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st of March, 2014 for a period of more than six
months from the date of becoming payable.

b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes.

10. The has accumulated losses of the Company at the end of the
financial year was Rs. 9.52 Lacs. The Company has not incurred cash
losses during the financial year covered by the audit and in the
immediately preceding financial year.

11. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that, the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.

12. In our opinion and according to the explanations given to us and
based on the information available, the Company has not granted loans
and advances on the basis of security by way of pledge of shares,
debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual
benefit fund/society. Therefore, the provision of clause (xiii) of
paragraph 4 of the Order are not applicable to the Company.

14. The company has maintained proper records of the transactions and
contracts in respect of dealing or trading in Shares, securities,
debentures & other Investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the company in its own name.

15. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.

16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.

17. According to the information and explanations given to us and on
an overall examination ofthe Balance Sheet of the Company, we are of
the opinion that there are no funds raised on short-term basis that
have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.

19. The Company has no outstanding debentures during the period under
audit.

20. The Company has not raised any monies by way of public issues
during the year.

21. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed
or reported during the year.

FOR SUBASH VIPAN & CO.

CHARTERED ACCOUNTANTS

Sd/-

Place : Ludhiana (SUBHASH JAIN)

Dated :29.05.2014 PARTNER

M. No. 85224 F.R. No. 012898N

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Oswal Yarns
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2013, the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information. Management''s Responsibility for the
Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India including
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 ("the Act''1). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements. An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion. Opinion

1. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date. Report on other legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that.

a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) in our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act,
1956;

e) on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the heading of "report on other legal
and regulatory requirements" of our report of even date

1 In respect of its fixed assets:

a) The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information

b) As explained to us fixed assets have been physically verified by the
management in a phased periodical manner, which in our opinion is
reasonable having regard to the size of the Company and nature of its
assets. No material discrepancies were noticed on such physical
verification.

c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected

2 In respect of its inventories:

a) The inventones have been physically verified during the year by the
management. In our opinion, the frequency of verification is reasonable

b) In our opinion and according to the information and explanations
given to us, the procedures of physical venfication of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.

c) The Company has maintained proper records of inventones As explained
to us, there were no material discrepancies noticed on physical
venfication of inventories by the management as compared to the book
records.

3 In respect of the loans, secured or unsecured, granted or taken by
the Company to/from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:

a) According to the information and explanations given to us and on the
basis of our examination of the books of account, the Company has not
granted any loans, secured or unsecured, to companies, firms or other
parties listed in the register maintained under Section 301 of the
Companies Act, 1956. Consequently, the provisions of clauses iii (b),
iii(c) and iii (d) of the order are not applicable to the Company.

e) According to the information and explanations given to us and on the
basis of our examination of the books of account, the Company has taken
loans from two person, maximum balance of which was Rs. 39.72 lacs and
balance as at the year end was 35 34 Lacs 4. In our opinion and
according to the information and explanations given to us, there is an
adequate internal control system commensurate with the size of the
company and the nature of its Business for the purchase of inventory &
fixed assets and for sale of goods & services During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal control system. 5 In respect of the
contracts or arrangements referred to in Section 301 of the Companies
Act, 1956:

a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered

b) According to the information & explanations given to us and in our
opinion, the transaction made in pursuance of contracts/ arrangements
entered m the Register maintained under Section 301 of the Companies
Act, 1956 does not exceeds five lacs rupees in a financial year
therefore requirement of reasonableness of transactions does not arises

6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public. Therefore, the
provisions of Clause (vi) of paragraph 4 of the Order are not
applicable to the Company

7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

8 We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescnbed by the Central Government under Section 209(T)(d) of the
Companies Act. 1956 and are of (he opinion that prima facie the
prescnbed cost records have been maintained We nave, however, not made
a detailed examination of the cost records with a view to determine
whether they are accurate or complete.

9. In respect of statutory dues

a) According to the records of the company, undisputed statutory dues
including Provident Fund. Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess, and other statutory dues have been
generally regularly deposited with the appropnate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st of March, 2013 "tor a period of more than six
months from the date of becoming payable.

b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes.

10 The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit and in the immediately preceding
financial year.

11. Based on our audit procedures and according to the information and
explanations given to us we are of the opinion that, the Company has
not defaulted in repayment of dues to financial institutions, banks or
debenture holders.

12. In our opinion and according to the explanations given to us and
based on the information available, the Company has not granted loans
and advances on the basis of security by way of pledge of shares,
debentures and other secunties.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual
benefit fund/society Therefore, the provision of clause (xiii) of
paragraph 4 of the Order are not applicable to the Company.

14 The company has maintained proper records of the transactions and
contracts in respect of dealing or trading in Shares, securities,
debentures & other Investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the company in its own name.

15 According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution

16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
dunng the year

17 According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that there are no funds raised on short-term basis that have
been used for long-term investment.

18. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.

19. The Company has no outstanding debentures during the period under
audit.

20. The Company has not raised any monies by way of public issues
during the year.

21. In our opinion and according to the information and explanations
given to us, no material fraud on or by the Company has been noticed or
reported during the year.
FOR SUBASH VIPAN & CO.

CHARTERED ACCOUNTANTS

Sd/-

Place : Ludhiana (SUBHASH JAINJ)

Dated : May 28th, 2013 PARTNER

M. No. 85224 F.R. No. 012898N

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Oswal Yarns Limited
as at 31st March , 2012 and also the Profit and Loss Account and the
Cash Flow Statement for the year ended on that date annexed thereto,
These financial statement are the responsibility of the Company's
management. Our responsibility is to express our opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.

As required by the Companies( Auditor's Report) Order, 2003 issued by
the Government of India in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report
that:

(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

(ii) In our opinion, proper books of account as required by law
have been kept by the company so far as appears from our examination of
those books.

(iii) The Balance Sheet and Profit and Loss Account and cash flow
statement dealt with by this report are in agreement with the books of
account.

(iv) In our opinion, the Balance Sheet and Profit and Loss Account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956;

(v) On the basis of written representations received from the
directors, as on 31st March, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as at
31st March, 2012 from being appointed as a director in terms of Clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi)In our opinion and to the best of our information and according to
the explanations given to us, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012; and

b) in the case of the Profit & Loss account, of the loss for the year
ended on that date.

c) In the case of cash flow statement, of the cash flows for the year
ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

As required by the Companies' (Auditor's Report) Order, 2003 and
according to the information and explanations given to us during the
course of the audit and on the basis of such checks as where considered
appropriate, we report that : i. a) The company has maintained proper
records showing full particulars including quantitative details and
situation of the fixed assets.

b) The fixed assets have been physically verified by the management
during the year. We are informed that no material discrepancies were
noticed by the management on such verification.

c) The Company has not dispossed off substantial part of Fixed Assets
during the year.

ii. a) The inventories have been physically verified by the management
during the year at reasonable intervals. b) The Procedures of physical
verification of the inventories followed by the management are
reasonable and adequate in relation to the size of the company and the
nature of its business.

iii. a) The Company has not granted any loans to companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Company has taken loans during the year from
two person, maximum balance of which was Rs. 53.31 lacs and balance as
at the year end was 39.72 lacs.

b) The rate of interest and other terms and conditions in respect of
loans taken are given by the company are in our opnion, prima facie not
prejudicial to the interest of the Company;

c) In respect of such loans where stipulations have been made, they
have generally repaid the principal amounts as stiputlated and have
been regular in payment of interest, where applicable.

d) In respect of such loans taken by the Company, there are no overdue
amounts.

iv. There are adequate internal control procedures commensurate with
the size of the Company and the nature of its business with regard to
purchase of inventories, fixed assets and for the sale of goods. No
major weakness in internal control came to our notice.

v. a) Therewere no transactions made in pursuance of contracts or
arrangements, that need to be entered into the register maintained
under Section 301 of the Companies Act, 1956.

b) There were no transactions of purchase and sale of goods, materials
and services made in pursuance of contracts or arrangements entered in
the register maintained under Section 301 of the Companies Act, 1956
aggregating during the year to Rs. 5,00,000 or more in respect of each
party.

vi. The Company has not accepted deposits under the provisions of
Section 58A and 58AA of the Companies Act, 1956 and rules framed
thereunder.

vii. The Company has an adequate internal audit system commensurate
with its size and nature of its business.

viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under Section

209 (1) (D) of the Companies Act, 1956 in respect of the products
manufactured by the Company.

ix. a) According to the records of the Company, the Company is regular
in depositing undisputed statutory dues including provident fund,
Investor education and protection fund, Employee State Insurance,
Income-tax, Sales-tax, Wealth- tax Customs Duty, excise Duty, Cess and
other statutory dues with appropriate authorities. According to the
information and explanations given to us, there are no undisputed
amounts payable in respect of such statutory dues which have remained
outstanding as at 31st March, 2012 for a period more than six months
from the date they became payable.

b) We have been informed that there were no disputed amount on account
of Sale Tax/Custom Duty/Wealth tax/ Excise duty/Cess which has not been
paid.

x. There were no accumulated losses of the Company. Further it has not
incurred cash losses during the year under audit and in the immediate
previous financial year.

xi. The Company has not defaulted in repayment of its dues to
financial institutions & banks.

xii. The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.

xiii. The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/Societies are not applicable to the
Company.

xiv. The Company is not dealing or trading in shares, securities,
debentures or other investments and hence, the requirements of para 4

(xiv) are not applicable to the Company. xv. According to the
information and explanations given to us, the Company has not given any
guarantee for loans taken by others from banks and financial
institutions.

xvi. The Term Loan have been applied for the purpose for which these
were raised.

xvii.On the basis of our examination of the Cash flow statement, the
funds raised on short-term basis have not been used for long-term
investments, similarly, funds raised on long term basis have not been
used for short term investments.

xviii.The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.

xix. No debentures have been issued by the Company.

xx. The Company has not raised any money by way of public issues during
the year.

xxi. On the basis of our examination and according to the information
and explanations given to us, no fraud, on or by the Company, has been
noticed or reported during the year.

We have audited the attached Balance Sheet of M/s. Oswal Yarns Limited
as at 31st March, 2010 and also the Profit and Loss Account and the
cash flow statement for the year ended on that date annexed thereto,
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

As required by the Companies ( Auditors Report) Order, 2003 issued by
the Government of India in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order. Further to
our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

(ii) In our opinion, proper books of account as required by law have
been kept by the company so far as appears from our examination of
those books.

(iii) The Balance Sheet and Profit and Loss Account and cash flow
statement dealt with by this report are in agreement with the books of
account.

(iv) In our opinion, the Balance Sheet and Profit and Loss Account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956;

(v) On the basis of written representations received from the
directors, as on 31st March, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as at
31st March, 2010 from being appointed as a director in terms of Clause

(g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to
the explanations given to us, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010; and

b) in the case of the Profit & Loss account, of the profit for the year
ended on that date.

c) In the cash of cash flow statement, of the cash flows for the year
ended on that date.

ANNEXURE TO THE AUDITORS REPORT

As required by the Companies (Auditors Report) Order, 2003 and
according to the information and explanations given to us during the
course of the audit and on the basis of such checks as where considered
appropriate, we report that : i. a) The company has maintained proper
records showing full particulars including quantitative details and
situation of the fixed assets.

b) The fixed assets have been physically verified by the management
during the year. We are informed that no material discrepancies were
noticed by the management on such verification.

c) The Company has not dispossed off substantial part of Fixed Assets
during the year.

ii. a) The inventories have been physically verified by the management
during the year at reasonable intervals. b) The Procedures of physical
verification of the inventories followed by the management are
reasonable and adequate in relation to the size of the company and the
nature of its business.

iii. a) The Company has not granted any loans to companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Company has taken loans during the year from
one person, maximum balance of which was Rs. 55.35 lacs and balance as
at the year end was 32.00 lacs.

b) Loan taken were non-interest bearing and other terms and conditions
in respect of loans taken or given by the Company are in our opinion,
prima facie not prejudicial to the interest of the Company.

c) According to information & explanation given to us, payment of
principal amount in respect of aforesaid loans is regular. They do not
bear any interest.

d) In respect of such loans or taken by the Company, there are no
overdue amounts.

iv. There are adequate internal control procedures commensurate with
the size of the Company and the nature of its business with regard to
purchase of inventories, fixed assets and for the sale of goods. No
major weakness in internal control came to our notice.

v. a) There were no transactions made in pursuance of contracts or
arrangements, that need to be entered into the register maintained
under Section 301 of the Companies Act, 1956.

b) There were no transactions of purchase and sale of goods, materials
and services made in pursuance of contracts or arrangements entered in
the register maintained under Section 301 of the Companies Act, 1956
aggregating during the year to Rs. 5,00,000 or more in respect of each
party. vi. The Company has not accepted deposits under the provisions
of Section 58A and 58AA of the Companies Act, 1956 and rules framed
thereunder.

vii. The Company has an adequate internal audit system commensurate
with its size and nature of its business.

viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under Section 209 (1) (D) of the
Companies Act, 1956 in respect of the products manufactured by the
Company. ix. a) According to the records of the Company, the Company
is regular in depositing undisputed statutory dues including provident
fund, Investor education and protection fund, Employee State Insurance,
Income-tax, Sales-tax, Wealth- tax Customs Duty, excise Duty, Cess and
other statutory dues with appropriate authorities. According to the
information and explanations given to us, there are no undisputed
amounts payable in respect of such statutory dues which have remained
outstanding as at 31st March, 2010 for a period more than six months
from the date they became payable.

b) We have been informed that there were no disputed amount on account
of Sale Tax/Custom Duty/Wealth tax/ Excise duty/Cess which has not been
paid.

x. There were no accumulated losses of the Company. Further it has not
incurred cash losses during the year under audit and in the immediate
previous financial year.

xi. The Company has not defaulted in repayment of its dues to
financial institutions & banks.

xii. The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.

xiii. The provisions of any special statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/Societies are not applicable to the
Company.

xiv. The Company is not dealing or trading in shares, securities,
debentures or other investments and hence, the requirements of para 4
(xiv) are not applicable to the Company. xv. According to the
information and explanations given to us, the Company has not given any
guarantee for loans taken by others from banks and financial
institutions.

xvi. The Term Loan has been raised by the company.

xvii.On the basis of our examination of the Cash flow statement, the
funds raised on short-term basis have not been used for long-term
investments, similarly, funds raised on long term basis have not been
used for short term investments. xviii.The Company has not made any
preferential allotment of shares to parties and companies covered in
the register maintained under Section 301 of the Companies Act, 1956
during the year.

xix. No debentures have been issued by the Company.

xx. The Company has not raised any money by way of public issues during
the year.

xxi. On the basis of our examination and according to the information
and explanations given to us, no fraud, on or by the Company, has been
noticed or reported during the year.